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EX-99.1 - EXHIBIT 99.1 - EMPIRE RESOURCES INC /NEW/v348161_ex99-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

_________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

 

Date of Report (Date of earliest event reported): June 19, 2013

 

EMPIRE RESOURCES, INC.


(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-12127

 

22-3136782

(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     

 

One Parker Plaza

Fort Lee, New Jersey

 

07024

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (201) 944-2200

 

                                                                                                                 

(Former name or former address, if changed since last report)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On June 18, 2013, Empire Resources, Inc. (the “Company”) held its 2013 annual meeting of stockholders (the “Meeting”). At the Meeting, stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2013 (the “Proxy Statement”). There were 7,552,633shares of common stock present at the Meeting in person or by proxy, which represented 87.98% of the voting power of the common stock entitled to vote at the Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 22, 2013.

 

The matters voted upon at the Meeting were as follows:

 

(1)Election of ten directors to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified.

 

(2)An advisory vote on executive compensation as disclosed in the Proxy Statement.

 

(3)An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.

 

(4)Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

For more information about the foregoing proposals, see the Proxy Statement. The number of votes cast for, against or withheld, abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

 

(1)Election of directors:

 

 

Director  For   Withheld   Broker Non-Votes 
William Spier   4,805,378    12,697    2,734,558 
Nathan Kahn   4,805,405    12,670    2,734,558 
Sandra Kahn   4,805,655    12,420    2,734,558 
Harvey Wrubel   4,806,678    11,397    2,734,558 
Jack Bendheim   4,805,428    12,647    2,734,558 
Peter G. Howard   4,806,378    11,697    2,734,558 
Douglas Kass   4,813,165    4,910    2,734,558 
Nathan Mazurek   4,811,915    6,160    2,734,558 
L. Rick Milner   4,804,678    13,397    2,734,558 
Morris J. Smith   4,811,165    6,910    2,734,558 

 

Each of the ten nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

  

 
 

  

(2)Advisory vote on executive compensation:

 

For   Against   Abstain   Broker Non-Votes 
 4,743,978    41,128    32,966    2,734,560 

 

The stockholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.

 

(3)Advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years:

 

One Year   Two Years   Three Years   Abstain   Broker Non-Votes 
 4,621,254    14,271    139,165    43,383    2,734,560 

 

The stockholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company’s named executive officers every year. In light of the outcome of the advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years, the Company intends to hold such an advisory vote every year.

 

(4)Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:

 

For   Against   Abstain 
 7,512,702    39,301    630 

 

The stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

Item 8.01Other Events.

 

On June 18, 2013, the Company’s board of directors declared a regular cash dividend of $0.025 per share of its outstanding common stock, payable on July 17, 2013 to stockholders of record at the close of business on July 5, 2013. On June 19, 2013, the Company issued a press release announcing this regular dividend, a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
99.1   Press release dated June 19, 2013


 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EMPIRE RESOURCES, inc.
                
Date: June 19, 2013   By: /s/ Sandra Kahn
      Name: Sandra Kahn
      Title: Chief Financial Officer
       

  

 
 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Press release dated June 19, 2013.